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AGREEMENT <br />1. Definitions. When used in this Agreement, the following terms shall have the <br />respective meanings assigned to them in this Section 1. Capitalized terms used, but not defined in <br />this Agreement, shall have the meaning set forth in the Purchase Agreement. <br />(a) "Agreement" shall mean this Option to Purchase Agreement. <br />(b) "Building F Financing Plan" shall mean the Owner's financing plan for the <br />development of the Property approved by the City pursuant to the Purchase Agreement. <br />(c) "City" shall mean the City of Redwood City, a charter city and municipal <br />corporation, or any successor or assign. <br />(d) "Effective Date" shall mean the date of this Agreement as first written <br />above. <br />(e) "Grant Deed" shall mean the grant deed in a form approved by the City <br />executed by the Owner in favor of the City for the conveyance of the Property. <br />(f) "Greystar" shall mean Greystar GP II, LLC, a Delaware limited liability <br />company. <br />(g) "Investor Limited Partner" means RSEP Holding, LLC, a Delaware limited <br />liability company, its successors and assigns. <br />(h) "IQHQ" shall mean to IQHQ Elco Yards, LP, a Delaware limited <br />partnership. <br />(i) "Official Records" shall mean the official records of the County of San <br />Mateo. <br />0) "Option" shall mean the option to purchase the Property as set forth in this <br />Agreement. <br />(k) "Owner" shall mean GS HIP 1304 ECR, LP, a California limited <br />partnership, and its successors and assigns as permitted pursuant to the Purchase Agreement. <br />(1) "Parties" shall mean, collectively, the City and the Owner. "Party" means <br />either the City or the Owner. <br />(m) "Property" shall mean the real property more particularly described in <br />Exhibit A, commonly known as 1304 El Camino Real, Redwood City, California. <br />(n) "Purchase Agreement" shall mean that certain Purchase and Sale <br />Agreement and Joint Escrow Instructions dated as of November 16, 2020 by and between the City <br />and Greystar, as (i) partially assigned to IQHQ, pursuant to that certain Partial Assignment and <br />Assumption of Purchase and Sale Agreement dated October 29, 2021 by and between Greystar <br />and IQHQ, (ii) further evidenced pursuant to that certain Consent to Assignment of 1306 South <br />Main Purchase and Sale Agreement dated October 26, 2021 executed by the City, and (iii) may be <br />REV: 01-24-2022 SK <br />ATTY/AGR.2022.011/GS HIP 1304 ECR, LP (Page 2 of 15) <br />